"Corporate governance" may be defined, described or delineated in diverse ways, depending on the writer's purpose. Writers focused on a disciplinary interest or context (such as accounting, finance, law, or management) often adopt narrow definitions that appear purpose-specific. Writers concerned with regulatory policy in relation to corporate governance practices often use broader structural descriptions. A broad (meta) definition that encompasses many adopted definitions is "Corporate governance describes the processes, structures, and mechanisms that influence the control and direction of corporations."
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Corporate governance are mechanisms, processes and relations by which corporations are controlled and operated.
1. •Industrial license
•MSME
•Corporate governance
•Companies Act 2013
•SEBI norms
•RPT: Suzuki Mehsana
Vodafone
•Transfer pricing
•Netherland BIPA
• GAAR, DTC, UNICTRAL
Nokia: Royalty tax,
Finland DTAA
Today’s topics
All PowerPoint Slides available
at Mrunal.org/ECONOMY
2. 1. Debt vs Equity?
2. IIB, IINSS-C
3. T-Bill vs G-sec
4. IPO issue mechanism
5. Par value vs premium
6. ADR-GDR
7. Bond yield vs bond price relation
5. 1948 Shyama Prasad Mukerjee: 1st
industrial policy.
1956 policy revised- main focus on PSU
1991 LPG reforms, Narsimharao’s new
industrial policy.
Industrial Policy
6. 1. FDI relaxed
2. NRI can invest upto 100%
3. Software technology parks
4. Disinvestment of PSU, Miniratna-
Navratna
5. MRTP act (‘69)=> CCI act (2002)
industrial
policy
features
1991
7. Only 3 areas reserved for Public
sector:
1. Atomic Energy
2. Atomic Minerals
3. Rail Transport
industrial
policy
features
1991
8. 1. Only 5 sectors require industrial
licensing
2. Remaining just fillup Industrial
Entrepreneur’s Memorandum
(IEM) @DIPP
3. DIPP: Department of Industrial
policy and promotion
industrial
policy
features
1991
11. 1. Mfg share in GDP 15%
2. Increased to 25%
3. Create 100 million jobs
4. PPP, infrastructure
5. Skill Development: polytech.
6. VC for startup companies
7. Nat.investment & mfg zone
(NIMZ)
8. Reform labor laws
Manufacturin
g
Policy
NMP-2011
Ignore for
Non-UPSC
12. 1. Labor laws: concurrent list
2. 44 union, 150+ state laws
3. Inspector-bribe raj
4. Industrial dispute act ‘47
5. >100 workers, Government
permission before laying off
6. Super-contractors: no EPF, SS.
7. Apprentices used as regular
workers
Labor
reforms
WHY?
13. 1. Two bills in LS (2014, Aug)
2. Factories Bill
3. Apprentice Bill
Labor
reforms
Solution
16. 1. Women workers can do
nightshift
2. Safety provision and home
transport
3. Can work on moving / heavy
machinery
4. Exempt: PH+ mothers
Factories
Bill 2014
features
17. 1. 100 hours overtime per 3 months
2. Min. 90 days / year to get paid
leaves.
3. Capacity: horsepower=>
kilowatts
4. Can decide its own workweek.
Factories
Act
features
18. 1. Cool water irrespective of
#workers
2. Spitton, sitting facilities=>
compoundable offense.
3. Restroom, lunchroom >75
workers
4. Canteen: 200> workers
5. Self-certification
6. Union can also make rules.
(earlier only states)
Factories
Bill
Facilities
19. 1. Women equality
2. More safety and facilities
3. Owner no arrest for minor
issues.
Factories
Bill
overall
20. 1. 1961 outdated law
2. 2014 bill
3. Age: 14 non-hz, 18 hazardous
4. non-engineering graduates and
diplomas can enter
5. Common training by multiple
companies
6. Test by National Council for
Vocational Training (NCVT).
Apprentice
Act
laws
Ignore for
Non-UPSC
22. Cottage
Family members
No hired manpower
Capital investment
negligible
Handmade
products, no tools
used
Area <10k population
Investment<15k /
worker
Village industry
23. Organized (17%)
Factories Act, 1948
Plantation acts
Shops and Commercial
Establishments Acts of
State Governments,
Industrial Employment
Standing Orders Act,
1946 etc
Not covered under such
acts
Unorganized (83%)
24. Organized (17%)
SS, EPF, Maternity
benefit
Unorganized Workers
Social Security Act 2008
Social security boards
setup at national and
state levels.
2010: NPS-Swavalamban
scheme
Unorganized (83%)
30. Policy 2012: 3 years
All central Government units
20% of total purchase from MSME
Within that 4% from SC/ST
Public
Procurement
MSME
Ignore for
Non-UPSC
32. Way of directing the company
To protect stakeholders’ interest
To comply with legal-regulatory req.
Not mere technical compliance
Moral-ethical compliance
Absence: fraud, mismanagement
Corporate governance: Meaning?
33. SEBI Norms:
• Sep 2012: Adi Godrej
• April 2014: Published
• Effective 1st Oct. 2014
Companies Act
•Original 1956
•Aug 2013 (470 section)
•…
•Feb 2014: rules
notified
Corporate governance in India
34. Companies Act
2013
One person
Private ltd.
2-200
Public Ltd.
7-unlimited
Listed
Vodafone India.
Unlisted
Nokia-
Microsoft
34
Types of companies
Total ~9 lakh companies
>90% private ltd.
35. Companies
Act
2013
One person
Min.Capital: 1L
Convert once capital
>50 or turnover >2cr.
Private ltd.
2-200
Min.Capital
1 lakh
Public Ltd.
7-unlimited
Min. Capital
5 lakh
35
Dec. 2014: Government wants to scrap min.capital
Counter: shell companies, money laundering
40. 1. Indian Railways, Postal
Department
2. commercial activity such as
engineering, manufacturing etc.
3. directly controlled, just like any
other department
4. not under the companies act
5. Employees = Government
servant
6. Directly CAG + RTI 40
Dept.
undertaking
Org.
41. 1. LIC, Air India, IDBI, UTI
2. Act of Parliament / State
Legislature
3. Wholly financed by Government
4. All BoD
5. Employees not Government
servant
6. Directly by CAG (some
exception)
Public
Corporations
42. 1. ONGC, SAIL, Coal India ltd.
2. Registered under Companies Act
3. Government owns >50% shares
4. Majority BoD.
5. Employees Not public Govt.
6. CAG appointed pvt. Auditors
7. “Ratna” Click Me
Government
Companies
Org.
50. Not a Promoter
Pecuniary interest…X (except salary)
Employee…X
Companies Act 2013: Independent director
51. Companies
Act
2013
One person NA
Private ltd.
2-200
NA
Public Ltd.
7-unlimited
1/3rd
Minimum 3=>1
Max 15=>5
51
Independent Directors
Term: 5 years x 2 (performance review AGM)
Re-appointment: cooling 3 years
52. ID: Separate meetings
One person max. 7 companies ID
Full-time director in 1 company => 3
companies' ID
Term: 2 x 5 years (Retrospective)
Performance report on ID
Atleast 1 woman director in the board
SEBI norms: ID
54. Minimum 4 meetings per year
Not > 120 days gap
Video conferencing…yes
Quorum: 1/3rd strength OR 2 directors
whichever max. (one person company..X)
7 days prior notice
Companies Act 2013 : Board meetings
55. 1. Audit committee
2. Stakeholder relationship committee (SRC)
3. CSR committee (CSRC)
4. Nomination and Remuneration committee
(NRC):
1. MD/Director: 11% of profit
2. CEO vs Median salary
3. Pay rise vs Company performance
Companies Act -BoD: Committee
56. Last 3 years' avg. profit=> 2% CSR spend
Applies to?
1. net profit of 50 million (Excluding Tax)
2. net worth of 5 billion (Asset-liability)
3. turnover of 10 billion (sales excluding
costs)
Foreign branch…X
Corporate Social responsibility (CSR)
58. One person company: no need
Public & pvt LTD. companies…yes
General notice by letter / email
Quorum (physically present): depending on
# shareholders: 5 to 30
Proxy voting….Yes
Electronic Voting…Yes (SEBI C.G. Norms
also)
Annual General Meeting (AGM)
60. BoD => Audit Committee (ID)
External Auditors
Fraud report to Central government +
shareholders' meeting
One auditor=> maximum of 20 companies
Companies Act 2013
61. Individual auditor: 5 years
Audit firm: 5 year x 2
Cooling off: 5 years
Internal audit: CA/Accountant/others
Whistleblower mechanism
Full time Company Secretary: capital >Rs.5
cr
Companies Act 2013: Auditor’s term
62. Company cannot give loan to director /
related persons
Min. loan interest rate >G-Sec
Credit rating before accepting public
deposit (CIS)
Chief Finance Officer=> audit account
Companies Act 2013: misc.
64. New bodies
Companies Act 2013
1. National Company Law Tribunal (NCLT)
2.National Financial Reporting Authority
(NFRA)
3.Investor and Education Protection Fund
4.SFIO Fraud
65. Judicial + technical members
Finish case in three months
Appeal: NCLAT
Present case by Self, Lawyer, CA, CS
Cases:
1. arbitration, compromise, M&A
2. Converting Public ltd. To private ltd.
3. Filing Class action suits (Satyam)
National Company Law Tribunal (NCLT)
66. 1 Chairman + 15 members
Accounting standards
Powers of civil court
Professional misconduct of
CA/accountant=> debar
Appeal: NFRAA
ICAI unhappy (Chartered Accountants Act,
1949)
#2: National Financial Reporting Authority (NFRA)
67. New bodies
Companies Act 2013
1. National Company Law Tribunal (NCLT)
2.National Financial Reporting Authority
(NFRA)
3.Investor and Education Protection Fund
4.SFIO Fraud
68. Since 1956’s company act
Unclaimed Dividend, interest, principle
Under Corporate Affairs Ministry
Awareness, seminar, financial literacy
Participation from RBI, SEBI, experts
Investor and Education Protection Fund
69. 2013’s Act: Statutory authority
@Delhi HQ, Regional offices
Corp. Affairs Secretary = Chairman
Members:
RBI Executive directors
SEBI Executive directors
Legal experts etc.
Investor and Education Protection Fund Authority
70. New bodies
Companies Act 2013
1. National Company Law Tribunal (NCLT)
2.National Financial Reporting Authority
(NFRA)
3.Investor and Education Protection Fund
4.SFIO Fraud
80. HDFC, Reliance Cap, ICICI,
SBI
Less profit for MS=>less
dividend
MS. Will become mere
distributor/ marketing
company.
Suzuki (56%)
Why controversy?
81. HDFC, Reliance Cap,
ICICI, SBI
Maruti-Suzuki has
surplus of Rs.7500 cr.
Why not upgrade
Haryana?
100% subsidiary in
Gujarat
15 years lease
If not renewed, it’ll be
merged with Maruti-
Suzuki.
(2017) 25-30k Cr.
Suzuki (56%)
82. HDFC, Reliance Cap, ICICI,
SBI
Why not upgrade
Haryana?
Profit re-invested in Gujarat
@Haryana 1.5 million cars /
PA
@Gujarat 2.5 million (2017)
No Risk for Maruti
Suzuki (56%)
Why controversy?
83. 1. Mehana ~1200 Acre.
2. 640 acres in Becharaji ; 550 acres
in Vithalapur
3. Investment of Rs. 25-30k Cr.
4. Full Capacity in 2017
5. 2.5 million cars /PA
6. Autohub- replacing Tamilnadu
+Haryana
7. Suzuki Motors Gujarat
ltd=>Ahmedabad (HQ)
8. EMPLOYMENT
Gujarat
positive
Points
Maruti
84. Companies Act 2013 =>1/4/2014.
“Related party Transaction” RPT
Require vote from majority of
minority shareholders.
Minority shareholders=> SEBI
complaint
Negative for
Suzuki
Mehsana